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Tier IV Account Terms and Conditions

Last updated: February 28, 2019

These Terms and Conditions set forth the terms and conditions for providing and using the Service. The Applicant must read and agree to the entire Terms and Conditions before it is registered as the Registered User.

Chapter 1. Purpose and Definition

Article 1 Purpose

The purpose of these Terms and Conditions is to set forth the terms and conditions for providing and using the Service, and the rights and obligations of the Company and the Registered Users relating to the Service. These Terms and Conditions shall apply to all aspects of the relationship between the Company and each Registered User in connection with the Service.

Article 2 Definitions

In these Terms and Conditions, the following capitalized terms have the following meanings.

  1. "Accounts" means both Free Account and Premium Account
  2. "Annual Fee" shall have a meaning set forth in Article 5.1.
  3. "Antisocial Force" shall have a meaning set forth in Article 3.3(3).
  4. "Applicant" means both Free Applicant and Premium Applicant.
  5. "Autoware Data" means a service using a cloud database provided by the Company.
  6. "Autoware Tools" means a service using mapping software and other cloud software services specified by the Company.
  7. "Cause of Refusal" shall have a meaning set forth in Article 3.3.
  8. "Company" means Tier IV, Inc.
  9. "Company Indemnified Parties" shall have a meaning set forth in Article 14.4.
  10. "Free Account" means an account which enables Free User to use the Free Service.
  11. "Free Applicant" shall have a meaning set forth in Article 3.1.
  12. "Free Service" means any service provided by the Company to all Registered Users free of charge. The Free Service shall include limited access to Autoware Data and Autoware Tools , and details thereof shall be provided by the Company.
  13. "Free User" means any person or entity registered as a user of the Free Service pursuant to Article 3.
  14. "Initial Expiration Date" means the expiration date of the Initial Period.
  15. "Initial Period" shall have a meaning set forth in Article 6.1.
  16. "IP Rights" means copyrights, patents, trademarks, utility rights, design rights and other intellectual property rights (including rights to obtain or to apply for registration of such rights) in any country.
  17. "Password" shall have a meaning set forth in Article 7.1.
  18. "Person" means any person including an individual, corporation and any other entity (whether or not having independent legal personality).
  19. "Posted Public Data" means any data (including, but not limited to, texts, images and animations) which the Registered User posts on or otherwise transmits to Autoware Data or other cloud database specified by the Company excluding Autoware Tools.
  20. "Posted Private Data" means any data (including, but not limited to, texts, images and animations) which the Registered User posts on or otherwise transmits to Autoware Tools or other cloud database specified by the Company.
  21. "Posted Data" means both Posted Public Data and Posted Private Data.
  22. "Premium Account" means an account which enables Premium User to use the Premium Service.
  23. "Premium Applicant" shall have a meaning set forth in Article 4.1.
  24. "Premium Service" means any service provided by the Company to the Premium User only. The Premium Service shall include, but not limited to, full access to Autoware Data and Autoware Tools, and details thereof (including its optional service) shall be provided by the Company from time to time.
  25. "Premium Service Commencement Date" means the date the Premium Service becomes available for the Premium User pursuant to the third paragraph of Article 5.3.
  26. "Premium User" means any person or entity registered as a user of the Premium Service pursuant to Article 4.
  27. "Privacy Policy" shall have a meaning set forth in Article 17.1.
  28. "Registered User" means both Free User and Premium User.
  29. "Registration Information" shall have a meaning set forth in Article 3.1.
  30. "Rules" shall have a meaning set forth in Article 9(1).
  31. "Service" means both Autoware Data and Autoware Tool.
  32. "Service Period" means each one (1) year period during which the Premium Service is available to a Premium User pursuant to Articles 5 and 6 hereto.
  33. "User ID" shall have a meaning set forth in Article 7.1.
  34. "Website" means the website of the Company, related to the Service.

Chapter 2. Free User

Article 3 Free Account Registration

  1. Any Person wishing to use the Free Service shall apply for a registration to use the Free Service and provide certain information in the form specified by the Company (the "Registration Information"). Any Person filing such an application (the "Free Applicant") shall be deemed to have agreed to comply with these Terms and Conditions.
  2. The Free Applicant's registration as a Free User shall be completed at the time when the Free Applicant completes the registration procedures required by the Company, and it may commence the use of the Free Service pursuant to these Terms and Conditions upon the completion of such registration. The Free Applicant will be granted only one Free Account for the access to the Free Services, unless otherwise agreed by the Company.
  3. The Company may refuse the registration of any Free Applicant for any reason without disclosing such reason. In particular, the Company may refuse the registration if:
    1. any of the Registration Information provided by the Free Applicant to the Company is found to be false, inaccurate, misleading or omitted;
    2. the Free Applicant is a minor, adult ward (seinen-hi-koukennin) or a person under curatorship (hi-hosanin) or assistance (hi-hojonin), or any other individual whose legal capacity is limited under any law, unless any necessary consent of a statutory agent of such Free Applicant is duly obtained;
    3. the Free Applicant (i) is an organized crime group (bouryokudan) or a member thereof (bouryokudanin), extreme rightist organization, or any other anti-social force (collectively, the "Antisocial Force"), (ii) has any interaction or involvement with the Antisocial Force, or (iii) assists or is involved in the maintenance, operation or management of the Antisocial Force by way of financing or other means; or
    4. the application of the Free Applicant had been previously canceled or terminated by the Company.
    Each of the reasons set forth in the preceding items shall hereinafter be referred to as a "Cause of Refusal".

Chapter 3. Premium User

Article 4 Premium Account Registration

  1. A Free User wishing to use the Premium Service shall apply for a registration to use the Premium Service and provide additional information in the form specified by the Company. Such additional information shall be deemed to be included in the Registration Information. Any Person filing such an application (the "Premium Applicant") shall be deemed to have agreed to comply with these Terms and Conditions.
  2. The Company, in its sole discretion, has the right to determine whether it will register the Premium Applicant as a Premium User, and will notify the Premium Applicant of its determination. The Premium Applicant's registration as a Premium User shall be completed upon such notice to the Premium Applicant. If the Company determines that it will register the Premium Applicant as a Premium User, the Company will also determine at its sole discretion, and notify such Premium Applicant of, a number of the Premium Accounts granted to such Premium Applicant.
  3. The Company may refuse the registration of any Premium Applicant for any reason (including, but not limited to, any Cause of Refusal) without notifying such reason to the Premium Applicant.

Article 5 Fees and Payment Method

  1. The fee for the use of the Premium Service for a one (1) year period (the "Annual Fee") shall be two thousand US dollars (USD 2,000) for Registered Users outside Japan (excluding tax and expenses) or two hundred thousand yen (JPY 200,000) for Registered Users inside Japan (excluding tax and expenses). The Premium User shall pay the Annual Fee to the Company immediately following registration as a Premium User.
  2. Unless otherwise agreed to by the Company, the Premium User shall pay the Annual Fee by credit card or remittance to a bank account designated by the Company.
  3. Unless otherwise agreed to by the Company, the Premium User may start using the Premium Service pursuant to these Terms and Conditions only following the Company's confirmation of receipt of the payment of the Annual Fee.

Article 6 Period for Use of the Premium Service

  1. The Premium Service will be available for a one (1) year period starting from the Premium Service Commencement Date (the "Initial Period").
  2. Unless the Premium User notifies the Company by the Initial Expiration Date of its intention not to renew in the manner specified by the Company, the Premium Service will automatically be renewed for an additional one (1) year period.
  3. In case of the automatic renewal set forth in the preceding paragraph, the Premium User shall pay the Annual Fee to the Company by the Initial Expiration Date (or any later date specified by the Company). The Company may charge the Annual Fee to the Premium User's credit card on such date. If a Premium Service User fails to pay the Annual Fee prior to the Initial Expiration Date (or any later date specified by the Company), the Premium Service will no longer be available for the Premium User following the Initial Expiration Date, and the Premium User shall become a Free User.
  4. The preceding two paragraphs in this Article shall apply to all subsequent renewals of the Service Period.

Chapter 4. Covenants of Registered User

Article 7 User ID and Password

  1. The Company shall provide a user ID (the "User ID") to each Registered User upon registration as a Free User. The Registered User shall be responsible for keeping and maintaining the User ID, together with a password for using the Service specified by the Registered User (the "Password"), confidentially and in an appropriate manner.
  2. The Registered User may not disclose the User ID or the Password to a third party, or allow a third party to use them. When the User ID or the Password is used, the Company may deem that the Registered User used it. The Company shall in no event be liable for any damage, loss, cost or expense to the Registered User arising out of or in connection with inappropriate maintenance or usage of the User ID or the Password by the Registered User or their misuse by a third party.
  3. The Registered User shall not concurrently access the Service from more than one computer or other device at the same time using the same Account.

Article 8 Change in Registration Information

The Registered User shall promptly notify the Company of any change to the Registration Information in the manner specified by the Company.

Article 9 Obligations of the Registered Users

The Registered User shall:

  1. comply with all applicable laws and regulations in all relevant jurisdictions (including those relevant to personal information), these Terms and Conditions and any other rules for the use of the Service established by the Companies (the "Rules");
  2. not infringe upon any IP Rights, portrait rights, privacy rights, reputation or other rights of the Company, other Registered Users or third parties;
  3. not commit any crime (including fraud and duress) or act against the public order or good moral values;
  4. not use the User ID or Password of other Registered Users, or access or attempt to access the system or network of the Service improperly;
  5. not post, upload or transmit any of the followings:
    1. computer viruses or other hazardous computer programs;
    2. content which contains the personal information or data of any third party;
    3. content which may harm the reputation or the credit of the Company, other Registered Users or third parties;
    4. content which is violent, cruel, sexual, indecent or antisocial in its nature or encourages any crime or discrimination; or
    5. content that constitutes advertisement, solicitation or marketing.
  6. not place an excessive burden on the Service network or system, or otherwise interrupt the operation of the Service;
  7. not engage in any other conduct that the Company reasonably deems inappropriate;
  8. not provide the Posted Data posted by other Registered Users or its derivative works to a third party; and
  9. not use the Posted Data posted by other Registered Users for any purpose other than research or development of technologies relating to or associated with autonomous driving.

Article 10 IP Rights and Contents Posted on the Website by the Registered User

  1. Any IP Rights related to the Website and the Service are expressly reserved by the Company or its licensor. Nothing contained herein shall be construed as granting the Registered User a license to the IP Rights owned by the Company or its licensor.
  2. The Registered User hereby grants to the Company and other Registered Users a worldwide, non-exclusive, and royalty-free license to, at any time (even after the cancellation of such Registered User's registration), use, reproduce, make, express, and create derivative works of, the Posted Public Data posted or otherwise transmitted by the Registered User. The Registered User hereby agrees not to exercise any author's moral rights against the Company or another Registered User or a licensee thereof. For the avoidance of doubt, the Company or the Registered User or a licensee thereof shall not provide the Posted Data posted by other Registered Users or its derivative works to any third party (including but not limited to its subsidiaries and other affiliated companies).
  3. The Registered User hereby agrees not to grant to the other Registered Users or a licensee thereof a license to use, reproduce, make, express, and create derivative works of, the Posted Private Data posted or otherwise transmitted by the Registered User.
  4. The Registered User hereby represents and warrants to the Company that:
    1. the Registered User has lawful rights to post, upload or otherwise transmit the Posted Data on the Website;
    2. such Posted Data does not infringe upon or harm the IP Right, portrait right, privacy right, reputation or other rights of the Company, other Registered Users or any third party; and
    3. such Posted Data does not contain any personal information or data of a third party.
  5. The Registered User hereby agrees that the Company may, at any time (even after the cancellation of such Registered User's registration), and in any manner which the Company believes necessary or appropriate:
    1. collect and store the Posted Public Data;
    2. process, analyze, arrange and modify the Posted Public Data for its use; and/or
    3. provide such Posted Public Data to other Registered Users.

Chapter 5. Suspension, Cancellation, Withdrawal and Modification

Article 11 Suspension of the Service

  1. The Company shall be entitled to, without any notice to the Registered User, temporarily suspend or discontinue the Service in whole or in part, for a period the Company believes necessary, if:
    1. any inspection or maintenance of the computer system utilized for the Service is necessary due to urgent or inevitable circumstances;
    2. computers or communication lines are disrupted due to an accident or other unforeseeable event;
    3. the Company is unable to provide the Service due to force majeure, including but not limited to earthquake, lightning, fire, storm and flood damage, power blackout and other natural disasters; or
    4. the Company reasonably determines that suspension or discontinuance is required for any other reasons.
  2. Under no circumstances shall the Company be liable for any damages incurred by the Registered User arising out of any measures taken by the Company pursuant to this Article.

Article 12 Registration Cancellation

  1. The Registered User may cancel its registration as Registered User at any time by giving notice to the Company.
  2. The Company may, without notice or demand, delete the Posted Data, or temporarily suspend the use of the Service by the Registered User or cancel its registration as Registered User, if:
    1. the Registered User breaches any provision hereof;
    2. the Registered User falls within any Cause of Refusal at the time of the registration of the Free User or thereafter;
    3. the Registered User suspends payment or becomes insolvent, or a petition for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation or other similar procedure under any law is filed against the Registered User;
    4. the Free User has not used the Service for twelve (12) months or more; or
    5. the Registered User does not respond to any reasonable inquiry or other request from the Company within thirty (30) days;
  3. No Annual Fees will be refunded to the Registered User in case of the cancellation of the Registered User's registration, deletion of the Posted Data or suspension of the use of the Service by the Registered User. The Company shall not be liable for any damages incurred by the Registered User arising out of, or in connection with, them in any circumstances.

Article 13 Service Modification and Termination

  1. The Company, in its sole discretion, shall be entitled to modify or terminate any Service at any time. The Company shall use its reasonable effort to notify the Registered User in advance of any intended modification or termination of the Service.
  2. The Company shall not be liable for any damages incurred by the Registered User arising out of, or in connection with, such modification or termination of the Service by the Company.

Chapter 6. Miscellaneous

Article 14 Disclaimer and Waiver of Warranties

  1. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE (including but not limited to any representation or warranty (i) of fitness or suitability for a particular purpose contemplated by the Registered User, (ii) of the expected functions, commercial value, accuracy, or usefulness of the Service, (iii) that the use by the Registered User of the Service complies with the laws and regulations applicable to the Registered User or any internal rules established by industrial organizations, (iv) that the Service will be free of interruption or defects, (v) of the non-infringement of any third party's right and (vi) the accuracy of the content of the Services and the Website).
  2. The Company shall not be liable for any amount exceeding five hundred US dollar (USD 500) (in case of a Free User) or the Annual Fee (in case of a Premium User) in relation to damages incurred by the Registered User that are attributable to the Company for any reasons whatsoever. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR FUTURE DAMAGES OR LOSS OF PROFITS.
  3. The Company shall not in any way be liable for transactions, communications or disputes between the Registered User and other Registered Users or a third party in connection with the Service or the Website.
  4. A Registered User shall be entirely responsible for the content posted by the Registered User and its use of any content of the Service or the Website. If the Registered User is held responsible in a civil action such as a claim for damages or even in a criminal case, the Company and its subsidiaries and other affiliated companies and their directors, officers, employees and agents (collectively, the "Company Indemnified Parties") shall be completely discharged from any rights or assertions the Registered User may have against the Company Indemnified Parties, or from any legal action, litigation or similar procedures.

Article 15 Indemnity

A Registered User shall indemnify and hold the Company Indemnified Parties harmless from any of their damages, losses, liabilities, costs or expenses (including attorneys' fees), or any claims or demands made against the Company Indemnified Parties by any third party, due to or arising out of or in connection with breach of any provisions (including the representations and warranties) hereof or violation of any applicable laws by the Registered User, or the content posted by the Registered User or its use of any content of the Service or the Website.

Article 16 Confidentiality

Unless the Registered User obtains the prior written consent of the Company, the Registered User shall keep confidential any and all non-public information disclosed by the Company to the Registered User in connection with the Service.

Article 17 Registered User Information

  1. The Company shall keep and use the information of the Registered User or former Registered User in accordance with the privacy policy provided by the Company (the "Privacy Policy").
  2. If the Registered User cannot be identified by use or publication of information or data provided by the Registered User, the Company may, in its sole discretion, use or make public such information or data for statistical purposes without its consent or any notice to it.

Article 18 Amendments to these Terms and Conditions and Rules

  1. The Company may amend these Terms and Conditions (including, but not limited to, the Annual Fee) or establish the Rules from time to time. In the event of any amendment to these Terms and Conditions or establishment of the Rules, the Company shall notify the Registered User thereof on the Website or in accordance with Article 19.
  2. If the Registered User uses the Service, or fails to take steps to cancel its registration within the time specified by the Company, after the notice set forth in the preceding paragraph, the Registered User shall be deemed to have agreed to such amendment to these Terms and Conditions or establishment of the Rules.
  3. Unless otherwise provided by the Rules or other agreement relating to the Service between the Company and the Registered User (if any), if there is any conflict between these Terms and Conditions and the Rules or such other agreement, these Terms and Conditions shall prevail.

Article 19 Notice

  1. Unless otherwise specified by the Company, all notices and other communications from the Registered User to the Company (including inquiries regarding the Services) shall be made by e-mail to the e-mail address specified by the Company or in the form provided on the Website.
  2. Unless otherwise specified in these Terms and Conditions, all notices and other communications from the Company to the Registered User shall be made by e-mail. If the Company sends any notice or communication by e-mail to the e-mail address included in the Registration Information of the Registered User, it shall be deemed to have immediately received such notice or communication regardless of whether it has actually received it or not.

Article 20 Assignment

  1. The Registered User shall not assign, transfer, grant security interests in or otherwise dispose of its status, its rights or obligations under these Terms and Conditions without the prior written consent of the Company.
  2. In cases where the Company assigned the business regarding the Service to a third party, the Company may, as part of such assignment, assign to such third party its status, rights and obligations under these Terms and Conditions, and the Registration Information and other information relating to the Registered User, and the Registered User hereby agrees to such assignment in advance.

Article 21 Severability

If any provision hereof or part thereof is held to be invalid or unenforceable under the law of Japan or other jurisdiction, the other provisions hereof shall remain in full force and effect.

Article 22 Governing Law and Jurisdiction

  1. These Terms and Conditions shall be governed by the laws of Japan.
  2. Any and all disputes arising out of or in connection with these Terms and Conditions shall be submitted to the exclusive jurisdiction of the Tokyo District Court in the first instance.

Article 23 Language

English shall be the governing language of these Terms and Conditions, and any translation thereof into any other language will be prepared for reference purposes only and shall not be binding upon any party.